Earth's last hope
by dax0042
Summary: The Predaton and the forces of evil are coing together to take over Earth, can Don Karnage unlock the power inside of him to free the world, or will he and the defenders be destroyed? Predaton and XR are my OCs.
1. Chapter 1

It was a lovely, mid-summer day in Cape Suzette. The sun was shining, and sitting on the end of the dock was Baloo who was just staring at the open waters of the harbor. He worked for a small air cargo business called Higher for Hire. Baloo was always getting into trouble with his boss, Rebecca Cunningham, and trouble was coming his way. Rebecca came storming out of her office, what was left of it after a fire had destroyed it a few weeks ago. That fire had almost caused her company to go bankrupt.

Rebecca stopped right behind Baloo with her hands on her hips, snapping. "Baloo, I told you to get the Sea Duck loaded and take the cargo to Megakat City." Both Baloo and Rebecca knew that the fire was started by Ace Landon, another cargo pilot from a rival air company. He blamed Baloo for the loss of his job, and set fire to Higher for Hire in revenge. Kit, another crew member, got badly hurt in the fire, and Rebecca called the police to have Ace arrested, but there wasn't a enough evidence to show that Ace was guilty. Baloo promised Kit that he would make Ace suffer, but his revenge would have to wait. All that mattered now was getting the cargo to Megakat City.

"Now Rebecca, I still got some time left before we have to deliver the cargo to Megakat city at three o'clock," soothed Baloo, putting his hands up defensively as he tried to calm Rebecca down. He knew this cargo run would put Higher for Hire back on top and help them rebuild the office, but it would not be the same as long as Ace was free to roam skies. "You have nothing to fear." He said reassuring her that all was in order.

Rebecca saw that the cargo was loaded and the Sea Duck was ready for takeoff. Still she was on edge. She needed to take a break, so she walked back to the office to pick up her four year old daughter Molly, and take her to Louie's. Baloo balled up his fists in anger as Rebecca left him alone on the dock. It seemed that she cared nothing for him, but only for her daughter.

As Baloo walked slowly over to the Sea Duck, he saw his good friend and mechanic, Wildcat, checking the propellers. Wildcat was a sweet, loveable handyman who could fix anything, but he was also a lamebrain.

"Hey Wildcat, you finished filling the tank up with gas?" asked Baloo, looking fondly at the Sea Duck, hoping one day to buy back his plane. He had lost it when he failed to pay the loan, so it was sold to Rebecca.

"Yeah, I filled up the plane," Wildcat answered as he put the gas cap back on. The Sea Duck was ready for takeoff. "You think we will see the Swat Kats when we get to Megakat city?" he asked, with high hopes of seeing his favorite hero team. Wildcat loved the Swat Kats, who had their own fan club, and he was their biggest fan.

Opening the cockpit door to the Sea Duck, Baloo and Wildcat climbed in to find twelve year old Kit Cloudkicker sitting in the navigator seat, just waiting for Baloo and Wildcat to takeoff on their cargo run. Kit was once a member of Don Karnage's air pirates. Now he was living the good life with people who cared about him.

As Baloo got seated, Kit couldn't help but see the way looked. He knew that Baloo had feelings for Rebecca, but it was clear that she didn't feel the way about him. "Don't worry Baloo," Kit said with a smile, "she loves you, it's just that she still misses her husband, and wants to see if her daughter is ready for another man in the family." Baloo looked rather glad to hear that as he put the Sea Duck into gear and took off for Megakat.

Meanwhile up in the deep voids of space, a star-ship was hidden away inside an asteroid, as an evil creature of the planet Darkrim was busy looking through all his files, and trying to find his way to get revenge on the planet Earth for causing him to lose his mighty empire.

"If only I had killed that sea pirate long ago," the creature grumbled, "I hate that my army were defeated by some sea fearing pirate!" It was true; eight hundred years ago he had met the one man brave enough to stand against him; a pirate that went by the name of Jacob A Karnage. Karnage had put together a crew of one hundred men, attacked his weak points of his mighty fortress, and had beaten him in the mighty battle.

The creature was so busy that he almost didn't see that his hallo viewer was picking up a signal from Earth. Looking up, he saw a face that looked all too familiar; a pirate with the same color fur, the same smile, and the same look in the eyes.

"XR, get in here," the creature shouted, in a matter of no time, XR came bursting into the room, with his arms crossed.

"What is it that you need now," asked XR with a sneer. The creature growled at his rudeness, and he quickly corrected himself. "I mean...What is it that you require, Lord Predaton?"

"The pirate, who is he," Predaton asked pointing at the one in the hallo viewer. XR looked at the pirate, and knew who it was.

"That is Captain Don Karnage. He is the last of the Karnage family," XR said proudly, "he is the last Karnage, but he in nothing compared to his ancestor, Captain Jacob Karnage." Predaton was glad to hear that, because only the Karnage family could stop him from taking over the Earth.

"XR, if we are going to take over Earth, then we need some major villains," Predaton said with an evil smile. XR turned to him with an equally evil smile.

"I know just the ones we need," he said. XR then rushed out his masters chambers and headed for the ships command deck. "Now hear this, we now have a second chance to concur the planet Earth, send the best we have to get the list of names that are required by Lord Predaton." Soon every crew member was rushing to their posts with excitement, they were going to attack Earth, and this time they were going to win.

Back on Earth, down in the sewers of Megakat City, the evil Dark Kat was busy trying to make a deal with Dr. Viper. Both villains had their own followers at present; just to make sure neither one tried anything against the other.

"I tell you Viper," Dark Kat said aloud, so all could hear him. "I want to make this very clear: you stay away from Megakat Tower, and I will promise to give one third of the city. What do you say to that?" he asked the reptilian villain. Dr. Viper was sure this was some kind of set up, so he gave the Omega leader his answer.

Dr. Viper turned and used his tail like a whip, knocking Dark Kat to the ground. "I think you will be the one to stay away my tower," Viper hissed with a sneer. But then the sound of laughing was heard from the shadows. Both super villains turned to see the Predaton coming toward them with a cruel smile on his face.

"Viper, Dark Kat," Predaton spoke harshly, "why do you fight with each other, when you can have each your own city?" he said holding out a map of the planet. Both Dr. Viper and Dark Kat stared at the Predaton with disbelief; could he give them their own city? Or was he just trying to take over the city himself?

"I don't need no any other city then this one!" Viper shouted, as he rushed Predaton. XR however showed up and blasted Viper with a plasma cannon. The blast sent the villain flying into the brick wall. Then Dark Kat's followers drew their weapons, only to be stopped by their leader.

"I want to hear what he has to say," Dark Kat said calmly, as Viper got back to his feet. Predaton stepped into the middle of the room, so all could see and hear him.

"I am Lord Predaton, and I come from the planet Darkrim," he said proudly, "long ago I had planned to rule this word, but one simple sea pirate named, Jacob Karnage put together a crew of one hundred men and drove me off of this world, and I have been planning my revenge for a long time."

"Why do you not just take over this world now?" Viper hissed. Predaton turned to answer the reptilian villain.

"Because now, Don Karnage, last of the Karnage family is the only one that can stop me, but he doesn't know that," Predaton said with a evil smile, "and if you help me get Turmoil, Rex Shard, and Jack Cunningham, I'll give you the city of your choice, and you will rule all of it. All you have to do his become members of my army, plus you will be given command of your own armies." Dr. Viper and Dark Kat looked at each other and agreed that this was the best chance they had to become rulers of their own cities.

"We are ready for battle then, Lord Predaton," Dark Kat and Viper said union. The same was said with Turmoil, Rex Shard, and Jack Cunningham; they too joined the Predaton's mighty army, and plans for world domination were beginning.


	2. The start of the war

After Dark Kat and Dr. Viper agreed to Predaton offer, he took them back to his ship. When they landed, they were greeted by XR.

"Welcome to the pride of Lord Predaton's fleet: the Gave Stone," XR boasted as he led them through the ship. Soon he led them into the dining room, where Turmoil, Rex Shard, and Jack Cunningham were waiting. The three of them turned their gaze to Dark Kat and Viper. It was clear that none of them wanted the Omega leader here, but that was not their choice to make.

Dark Kat and Viper took their seats as Predaton told them of his plan to concur the planet Earth.

After the plans were made, Predaton was then given a note. His eyes were glued to the note, but he smiled when he saw who it was from. "Send him in," he said.

Two of his troopers opened the door to reveal an old friend of the Predaton.

"It has been to long my old friend," Pastmaster said, as he bowed before the war lord.

"So it has," Predaton replied. "If its blood you want, then you can join my new partners." Pastmaster was happy to hear that, because he not only wanted blood, he wanted Callie Briggs to be his wife.

"If you are going to attack Earth, then you first need to get rid of Don Karnage," Pastmaster said. Predaton raised an eyebrow.

"You know where he is?" he asked.

"I do," Pastmaster said as he showed him on a map he had.

Back on Earth, Don Karnage had forced the Sea Duck to land. His pirates were busy getting the cargo off that was meant to be delivered to Megakat City.

"You are going to regret this Karny," snapped Baloo, as he and his friends watched helplessly as their cargo was being stolen.

"For the last time Baloo, my name is Karnage-Don Karnage." Karnage said raising his sword to Baloo's neck, but he lowered it. "I am feeling forgiving today. Count your blessing, Baloo, because the next time we meet, I won't be so nice like," he said cheerfully. Just then Gibber came running in to the cargo hold of the Sea Duck.

"What is it now, dimwit?" Karnage asked. Gibber whispered into his captain's ear, and what he was told did not make him happy. "What do you mean that the Iron Vulture is now under new command?" he shouted?!"

Just then the Predaton teleported into the cargo hold of the Sea Duck. Everyone who saw the evil war lord stood very still, dumbfounded by his very presence.

"Greetings everybody!" Predaton said with a dark smile. "It is I, the king of death and slavery-Lord Predaton." Karnage was shocked to hear that name, for his mother had told him stories of the war lord, but never thought them to be true.

"Tell me, why are you here?" Kit asked. Predaton stood with his hand on his sword.

"I came to this planet eight hundred years ago, but Karnage's ancestor-Jacob Karnage found a way to beat me and drove me off of this world," Predaton growled with anger. "But before I left this world, I warned him that I would return to finish what I started."

With those final words, Predaton drew his sword on Karnage and attacked, who had almost no time to draw his sword. Gibber grabbed a nearby crowbar and tried to protect his captain from the evil war lord.

"I will not let you kill my captain!" shouted Gibber.

Predaton however was ready for interference from the pirates, and with a powerful kick, sent Gibber flying into the cargo bay wall and left a dent. Karnage saw what happened to one of his best pirates, and now he was mad. Drawing his sword, he took a cheat downward chop at the Predaton, but was only able to cut his cheek a little bit.

"Your little friend was brave enough to buy you some time," Predaton said with a frown. "But your time is up!" he snarled. And in one powerful swing brought his sword down on Karnage, who tried to parry the attack. The force of the impact on Karnage's sword was too much, and he was knocked to the floor.

"This is no fun; do you enjoy wasting my time with child's play?" Predaton mocked. He raised his sword and with quick thrust, stabbed Karnage through the stomach. Pulling his sword out of the wounded captain, Predaton turned to Kit, Baloo, and Wildcat who stood horrified at what they saw.

"You have two choices. One: you can serve me and live. Or two: you can stay here with Karnage, and die later when I come back for his head." Predaton said as got ready to leave. What could the Higher for Hire crew do? They had to do something, but they had to get him to medical ward. If what the Predaton said was true about his past, then Karnage was the only one to help them.

Baloo picked up Karnage, which made Predaton unhappy. "You will not be given a second chance," he warned, "you cannot save Don Karnage." Baloo stared at the war lord, and gave short smile.

"Watch me," he said. Wildcat then picked up the crowbar and threw it at Predaton. The war lord however caught it.

"I guess then, you have chosen death," he said bending the crowbar in anger. Then he ported back to the Grave Stone. Once on board, he gave orders to destroy the Sea Duck and her crew.

Back on the Sea Duck, Baloo laid Karnage down on a mat. Gibber came to his scenes, hurried over to his captain, and started to treat his wounds as best he could. He knew without the proper medical gear, Karnage was bound to die from such an awful wound. Suddenly the plane shook as plasma rained down around the Sea Duck.

"I swear, if those guys think they can kill us with some kind of fancy light show, then I'm the queen of France," Baloo said putting the engines at full power. As they took off, planes could be seen leaving the Iron Vulture.

When the planes were in the air, a great blue beam of light came down on top of the Vulture. The massive airship was cut in half.

Boom! Then it exploded into a rain of fire and wreckage. Looking back, Kit felt like part of him was gone also. He had always like the Vulture, and now it was gone. Just then the Sea Duck's radio cracked to life.

"This is Mad Dog. Dose any one read me?" He asked. Kit responded to Mad Dog.

"Karnage is hurt very badly," he said, "is there a place we can take him to be treated?" Mad Dog thought for a minute, and remembered a place they could go.

"Ghost Island," He said, "I was there a year ago. It has an old fortress on it, and enough weapons to hold back large army."

"Alright, then that is where we're going," Baloo said. And as the Sea Duck and her crew flew off toward the island with Don Karnage and what was left of his crew, Predaton had set his sights on Megakat City. Soon the war lord would have his revenge, and the world would be his.


	3. Invasion on Megakat City

As the Sea Duck flew toward Ghost Island with a pirate escort by its side, the Predaton was approaching Megakat City.

At the Megakat City museum, Dr. Abby Sinian was busy going over some stone tablets she found at her last dig. She was very worried, because the inscriptions were similar to the constellation she had seen in her telescope the previous night. According to the tablet, Predaton would return to this world.

"I will strike with a force of darkness. All the Earth will be black as night; the light will never be seen again. I will sweep away all those who stand in my way, I will rule all, and the free people will be my subjects," she read. "There is one who can stop me if he dare, with a raised banner for all who believe in justice and freedom."

Dr. Sinian gathered up her documents and headed to city hall. She had to show Deputy Mayor Callie Briggs about the oncoming invasion.

At the Enforcers HQ, Commander Feral was drinking some hot coffee, while he kept an eye on the radar. As an enforcer checked a section of the city for incoming planes, he picked up a signal for a large number of ships heading toward the city.

"We have incoming unknown crafts, and lots of them," the enforcer said. Commander Feral put down his coffee and looked the radar screen.

"What do we have?" he asked the enforcer. "I can't really tell, but it looks like there is at least a hundred of them closing in on the city from all sides," the enforcer said. Feral knew from the size of the blips on the screen, he would not be able to protect the city.

In the Grave Stone, Predaton was standing on the command deck overlooking the city. "Fire every thing we have at the city—make them know fear," he ordered. The gunner crew obeyed and fired their weapons.

As bombs and missiles struck the city, the people ran in all directions trying to get out of the city.

"This Feral! Get all flight crews off the ground now! We have heavy incoming!" Feral voice boomed over the intercom of the Enforcers HQ. Jet fighters took off to defend the city, but there was no chance for them. At city hall, Dr. Sinian saw Callie rushing out with the Mayor Manx.

"These invaders are not from our planet, but from the planet Darkrim," Dr. Sinian said as Darkrim fighters flew overhead. "And they are they are here to rule this world, but there is one who can help us! And from my research, it would be the air pirate, Don Karnage."

"Don Karnage!?" Callie shouted in disbelief. Just then a group of Enforcers drove up, and Commander Feral rushed up to Manx, Sinian, and Callie.

"We have come to take you to safety," Feral said, keeping an eye out for enemy fighters. But Dr. Sinian had a different idea.

"We need to go to Ghost Island, and this map has the directions to the island," Sinian said showing the map to Feral.

Feral however did not like the idea of leaving Megakat City to these invaders, but it was Dr. Sinian who had all the information. So he turned to his second-in-command, Lt. Steele.

"I want Megakat Harbor ready to pick us up," he ordered, unsure if there was any hope at all for him and the others.

From out of nowhere, a Darkrim fighter came down at them, ready to blow them to the moon! Just then, a missile struck the fighter in the under belly, causing it to become a fire ball, and crash into Manx's office.

"My office!" cried Manx.

"Sorry about your office, but we have a job to do, and that is to keep you all safe," Razor said. The Swat Kats had come to the escort Callie and the others to the harbor.

Feral picked up his radio and gave orders to any Enforcers near by who might be able to help. "This is Feral, we are taking high class people to Megakat Harbor. We are going to need all the help we can get, just to make it."

"Miss Briggs. Razor and I will provide air cover for you, you just keep on going and don't stop," T-bone said, joining a group of enforcer fighters that were ready for the long trip. Callie felt very happy to have the Swat Kats here with her, but she hated to leave her home to some invading aliens.

As the Sea Duck prepared to land at the air field, Baloo saw that the air field was not hit yet, but it would be when the enemy found out Karnage was here.

"Alright, time to set down and refuel," Baloo said, as he landed his plane safely on the field. Mad Dog and the others landed and began to fill their planes up also. They moved quick because the trip to Ghost Island would not be easy.

In the command deck of the Grave Stone, Predaton was angry that his troops lost Karnage, but then he heard XR and Dark Kat rush in.

"What is that you want?" Predaton asked keeping his eyes on the burning city. XR took a step forward and knelled beside his leader.

"One of my fighter patrols spotted a yellow sea plane landing at Megakat Air Field," XR said timidly, hoping that Predaton would spare his life for letting Karnage get away from him.

Predaton turned his head when he heard what XR said. "A yellow sea plane?" he asked sharply.

"Yes," XR replied.

Predaton thought for a minuet, then turned to Dark Kat. "Take your best men and kill all that are there." Dark Kat bowed and headed for the door. "And one more thing, bring me the body of Karnage."

"I will not fail you," Dark Kat said with a smile. He knew if he succeeded, then he would be given the city. Oh how he loved the idea of turning Megakat City into Dark Kat City.

Back on the crowded streets, Feral's convoy was busy avoiding falling pieces of metal, and enemy fire.

An pair of Omega fighters saw the convoy, and dove down on them. Hoping to score a kill, but the Swat Kats would not let that happen.

Razor locked onto the fighter on the left and fired the cement machine guns, but it shot straight up into the air, avoiding his cement blasts.

T-bone saw both fighters break off, but he knew they would be back. And sure enough they were. But the Swat Kats had a wing man with them, so it was a fair fight. Their wing man was Lt. Felian Feral. She was the niece of Commander Feral, and a skilled pilot.

"Lets split them up, man to man," Felian said, as she broke off and went after the fighter on the left. T-bone and Razor then went after the other Omega fighter.

"Bet you a can of tuna that we get the first kill," T-bone said, challenging Felian to who is the best pilot.

"You're on," she replied. The Omega fighter flew toward the clouds, with Felian hot on his tail.

T-bone and Razor fallowed the other Omega that was still trying to bomb the convoy Their weapons locked on and fired, but missed. They tried to shoot the fighter down, but the pilot was an ace.

Suddenly, the Omega fighter that the Swat Kats were chasing turned around-and started heading straight at them.

T-bone didn't flinch. He'd seen this tactic before. He always won. "Razor, lock onto him," he said proudly.

A smile curled up at the corners of Razor's mouth. Any other pilot would be crying for their mother or something. Not Razor. He liked being in the middle of the action.

"Target locked," he said, as his hand gripped the firing stud, and fired. His new pulse lasers converged on the Omega fighter just before it had a chance to fire its weapons. The fighter exploded right in front of the Turbo Kat-a direct hit!

But Felian wasn't doing quite as well. The Omega fighter that she was after, was now after her. It fired a missile at her that struck her wing.

"Hey, if want to shoot me down, then your going to have to better then that," she growled.

Felian then let the Omega fighter get close to her, before ejecting. She ejected, and the jet came to a sudden stop in midair and the Omega fighter crashed into it and blew up.

Felian grinned. "Am I good or what?"

At the air field, the Sea Duck was now refueled and ready to take off. Baloo started to turn on the engines, but do to a damaged gas line, only one engine turned over.

"Baloo, we got incoming Darkrim and Omega fights at 12 o'clock," Ratchet shouted. Karnage's seconded mate, Will, knew there was only one way to save his comrades; and that was to fly out head of them.

Mad Dog saw Will heading down the runway, and quickly picked up his radio. "Will, what are you doing?"

Will looked back at his fellow crew member. "Doing what I should have done when this war started." he said. His plane began to pick up speed as the enemy fighters closed in on him. He looked on ahead, and began to lift off the runway.

"Will, you have three fighters on your six," Mad Dog shouted. But Will never so much as flinched, he just kept on going.

"Turn! Turn!" Kit cried over the radio. Will never moved at all, he just kept going straight.

The Omega fighter opened fire, with the Darkrim fighters firing when they had the plane in their sights. Will got his plane a few feet off the runway before it burst into flames, and crashed back on the runway. Will had given his life to draw away the enemy fighters.

Baloo looked out the window to the others. "Listen, I can't get Karnage out of here with out wing men," he said, the pirates knew that he was right. "Now start those planes, and lets get the hell out of dodge."

The Sea Duck started down the runway with it's thirteen wing men. The Omega and Darkrim fighters saw the planes, and began to pursue them.

Halfway down the runway, Mad Dog looked at the Sea Duck. "Hey, Baloo, I don't think you will be able take off in time with only one engine," he said.

Baloo saw that Mad Dog was right he was nearing the end of the runway. But Wildcat climbed out onto the wing and used his skill as a mechanic to get the other engine to work. And just in time to. The Sea Duck pulled up and was up in the sky.

"Alright, stay in flight formation, and watch your tails," Baloo told the pirates. Each one nodded their heads. They soon flew over Megakat Harbor and saw two battleships leaving the bay, and from look of all the men on board, they to were heading for the open waters.

Suddenly the radios on the pirate fighters crackeled to life. "Calling air pirates, this is Dr. Abby Sinian, were are you headed?" Mad Dog picked up his radio to respond.

"To Ghost Island. Captian Karnage is hurt bad," he said keeping an eye on the Sea Duck.

"Good, because we're headed there to," said Dr. Sinian, "we will fallow all the way."

"Roger that," Mad Dog replied. It looked as if there was a chance to save the world, now that they had battleships on their side.

"Baloo, we got to lose the fighters on our tail," Kit said pointing out his side of the window.

"No problem," Baloo boasted, as he began to do his best stunts.


	4. Getting out of the city

It was not going to be easy to lose the Omega fighters that now were after the Sea Duck, but Baloo had a few tricks up his sleeve.

Dark Kat saw his fighters on the tail of the Sea Duck, and joined in the pursuit himself. He was going to be the one to be known as the one who killed Karnage.

"I have waited a long time to have this city," growled Dark Kat. Taking aim at the Sea Duck, he fired a plasma rocket.

Baloo saw the rocket coming in his rear view mirrors. So he did his great pelican dive. Two of Dark Kat's men dived after the Sea Duck.

"That's right, fallow me," Baloo mocked. The Sea Duck was now fifty feet from crashing into the ground, so Baloo pulled up on the stick, and leveled off the plane. The two Omega fighters however, lets just say they had a hard landing.

"Damn that pilot!" cursed Dark Kat. He then went after the Sea Duck, he was going to kill the bear, and his crew.

Baloo saw Dark Kat coming up from behind him, and quickly did his barrel house roll. The Omega leader never saw such flying like this, but then relied that his target was now behind him, but he was ready for this trick. The Omega leader set his rear mounted weapons on and got ready to destroy the Sea Duck.

On the Grave Stone, XR was angry that Predaton sent Dark Kat after the Sea Duck, but he knew how to deal with this problem. The Drakrim captain had secretly put a demo charge in Dark Kat's fighter.

"Lets see how well Lord Predaton likes you when you fail," XR smiled, as he pressed the trigger on the detonator.

As Dark Kat got ready to fire, his ship suddenly started to shake violently.

"What his wrong with this thing?" Dark Kat shouted, trying to keep his ship in the air. Then the thrusters exploded. Sending him and his ship hurtling to the crowed streets below.

"Boy, I guess Dark Kat should have check his ship for bugs," XR laughed at his job well done. But little did he know was that Predaton saw what he did. "Time for me to kill Karnage and get what's rightfully mine." Then he set the teleporter to beam him onto the Sea Duck.

XR teleported right onto the tail of the Sea Duck. He held on tightly as he slowly made his way to the side cargo bay door. When XR reached it opened the door. A gust of air made Gibber turn around, there standing before him was XR. Gibber drew his pistol, but was knocked into the wall. The noise in the cargo bay got the attention of Baloo and Wildcat, and the two of them went to investigate what was going on in the back.

XR stood over Karnage, smiling trimonthly, as he raised his battle axe ready to prove he was the best. But as he brought it down, Baloo tackled him to the floor.

"Sneak into my plane will you?" Baloo threatened, as he delivered powerful punches to XR face. "I will teach you not to do that."

XR felt every punch, but was able to get his feet under Baloo's waist and with a mighty push of his legs, knocked Baloo onto his back. The Darkrim captain got back on his feet.

"You really thought you could stand up to the power of my strength?" XR mocked. He quickly took hold of Baloo's leg, and flung him to Wildcat knocking them both into the wall. "I will never be defeated, and you will all know that I am the one that will be the captain of this plane." XR then picked up his battle axe and raised it over Baloo's head.

During the fight, Kit had been steering the plane, and now he saw his best friend about to lose his head. Thinking fast, Kit pulled the Sea Duck up, hoping to make XR fall back against the wall, but he didn't move a bit.

"I would have to say that was a nice idea, if I wasn't wearing my tech boots," XR laughed at Kit's attempt to save Baloo's life. But unknown to all of them, Don Karnage woke up.

"You will never win," Baloo panted. XR raised his axe higher, but screamed in pain as Karnage drove his dagger into the Darkrim captain's foot, pinning it to the floor.

"My foot!" XR screamed. Karnage stepped back, holding his stomach as he coughed out blood. He looked at XR who was trying to pull the dagger out of his foot and at the others. No words needed to be said as Karnage drew his sword.

"You will learn not to mess with my crew," he groaned painfully. With a mighty swing, Karnage cut off XR's head. Baloo and the others watched as XR headless body fell to the cargo bays floor. Then the wounded captain fell back on his knees.

"Captain!" cried Gibber, rushing to help his leader. "Lay down and rest, you need to save your strength." Karnage did as he was told, but his pain was beyond words. His body felt like it was on fire, and he was sweating something fierce.

Karnage looked at Gibber, a frown was forming. "Gibber, tell the others, if I don't make it... then Mad Dog is captain."

"It won't come to that, because your going to live," Gibber said, putting a pillow under his captain's head. But Karnage shook his head in disbelief. There was little hope for him, but Gibber would not give up on Karnage.

Back on the Grave Stone, Predaton stood smiling at XR's life signs. Karnage had done him a favor by killing his double crossing second-in-command, so what better way to repay the favor, then with a quick and painless death.

"Lock onto the Sea Duck. Blow her out of the sky." Predaton ordered. The gunner crew did as they were told and fired their missiles at the plane.

"Lord Predaton, we have just got word from Turmoil that two battleships are attempting to flee the harbor," a Darkrim soldier reported. Predaton turned to him with a smile.

"Send Turmoil and five of our star-ships to block their path." The Darkrim soldier bowed and left to give the order.

As Baloo flew through the burning city, he could see the two battleships almost out of the bay, but six ships were blocking the exit.

"Baloo, on the your right!" shouted Ratchet over the radio. Baloo turned in time to see a swarm of missiles coming straight at the Sea Duck. He quickly put the plane into a dive, but the missiles fallowed him into the dive and stayed on his tail.

Baloo did everything he could to avoid the missiles, but a idea popped into his head. If he could lead the missiles to were he wanted them to go, then the battleships could get out of the bay.

"Baloo, we can't lose the missiles," Kit cried. The cub was was now wishing this was all just a bad dream, but one can only hope.

"You got to do something!" Wildcat shouted from the back of the plane. "I want to see Clementine again, I don't want to die."

Baloo was willing to try anything to get away from the missiles; even flying right at the blockade of ships now ready to destroy the battleships. "Don't you fret, I always have a plan," he said. "I just hope it works.

Putting the Sea Duck engines to full power, Baloo headed for the blockade. It was going to be his biggest, and probably his last stunt he would ever do. But it would have to be done. Picking up the radio, Baloo told the pirates his plan.

On the leading blockade ship stood Turmoil. She was proud to be part of the Predaton's fleet, and now was her hour of victory. The battleships would be at the bottom of the bay and she would have T-bone brought to her. He would join her or die, that made the she-kat smile. But her thoughts were cut short when a Darkrim soldier told her that the Sea Duck had been spotted.

"Then launch the fighters to intersect the Sea Duck," Turmoil ordered.

"I can't" the Darkrim soldier said.

"What, Why?" she demanded. The Darkrim soldier pointed out the window.

"Because the Sea Duck is coming right at us." Turmoil was stunned to see the Sea Duck coming, but it only made it easier to hit with her secret weapon.

"Fire the Vertigo Beam," she ordered. There was no one who could handle the beam's power, so what could a fat pilot with a bunch of pirates hope to do against it? Nothing. So the beam was fired at the incoming planes.

The Sea Duck and its escorts saw the beam heading their way and evaded it. They kept on evading the beam which only made Turmoil angry. She had known of only one kat that had been able to avoid the beam, and that was T-bone. The Swat Kat that had driven her mad with lust for him.

On the Grave Stone, Predaton saw busy watching his prey avoid the Vertigo Beam, but then he saw that beam was hitting his missiles.

"Warn Turmoil. Tell her to stop firing the Vertigo Beam!" Predaton ordered, turning quickly to his flight crew.

But it was to late. The Sea Duck and the pirates flew through the blockade, and the missiles struck the ships. The ships were like sitting ducks, as they were riddled with holes from the explosions. One of the ships slowly fell from the sky on top of another. Both turned into massive fire balls. Another ship tried to fly toward the city, but it crashed, caught fire, and then exploded into a massive inferno. As for Turmoil and and the other two ships; they were badly damaged.

"This is Commander Feral, I want to thank you all for making the way clear for us," Feral said, contacting the the planes over the radio when they were finally in open water of the sea. Meagkat City vanished from sight, and it made all those who lived there feel really sad.

"Thanks, but can we land and hook our planes to your ships?" Hacksaw asked. "Because we need to get our captain some help." Feral gave clearance for the planes to land, and Karnage was rushed to the medical ward on board the Battleship Hot Rig.

Baloo and the others were taken to the mess hall, were they eat the worst food they had ever had, but at least they didn't go hungry. However, XR's body had a tracker on it, but Feral knew how to fix that problem.

Back on the Grave Stone, Predaton was furies that Don Karnage had gotten away, and he had lost three of his star-ships. Turmoil, Dark Kat, Rex Shard, and Dr. Viper were brought to the command deck, all were worried what the war lord would do to them for failing him.

"I had Karnage in my grasp, and you all let him get away?" Predaton asked, as he walked around the villains. "I mean, you're nothing compared to Pastmaster, he could have easily killed everyone of the pirates, but I'm in a forgiving mood right now."

Back on the Battleship Hot Rig. Feral had the body of XR put into the main cannon.

The Pastmaster arrived on the command deck, and show Predaton his watch. "I have set the tracker and it says that XR is coming..." Pastmaster hesitated for a minuet. Predaton looked at him with confusion.

"Well?" he asked trying to understand why his friend stopped telling him where XR was.

"It says that... XR is coming right at us, and is now only fifty feet away and closing fast." Pastmaster said.

"What?" gasped Predaton.

SLAP! The Body of XR slammed into the Grave Stone's windshield. Blood painted the window, and all who saw the mess started to throw up all over the command deck.


	5. Reaching the island

On board the Battleship, Hot Rig. Feral waited outside the medical ward with Gibber and Kit. All three of them were so stressed with all that had happened over the last twenty-four hours. Karnage was was badly wounded by Predaton, the Iron Vulture gone, and Megakat City was now in the hands of the most hated villains of all. They just wanted to hear some good news, and it was about to happen.

Dr. Sinian came out of the medical ward. Tired, but happy. "Karnage would like to talk with you Kit," she said. Kit slowly made his way to Karnage, who was eating some pudding, with a thing of warm goat milk.

"Kit, come in, take a sit down next to me," Karnage said. Kit found a spot to sit down and listened to what he had to say. "I want to know one small thing," he said to the young cub.

"What is it?" Kit asked, feeling a little uncomfortable at what Karnage was going to ask. But he was going to answer any question that was thrown at him.

"Why did you really leave the crew?" Karnage asked. His big brown eyes looking right into the eyes of Kit.

Kit took a deep breath. "I left because... because of what Switchblade did to me every night. He would come into my room and tie and gag me so he could beat me without anyone knowing about it."

Karnage was shocked. Oh, sure, he had ordered Kit to be dropped from the Iron Vulture, but he knew that the fall would have killed the cub quick and painless, but for him to suffer at the hands of one his own. The thought made his blood boil. But he calmed down to ask some more questions.

"But why didn't you come to me?" Karnage asked. "I would have dealt with Switchblade myself."

Kit never knew Karnage cared about his crew. He always thought he was a loud mouth bully who would always treat his crew like dirt. "I was to scared, and he threatened to kill me if I told anyone."

"Gibber!" shouted Karnage. "Get in here!"

Gibber rushed in, stood at attention, and waited to hear what Karnage wanted.

"Gibber, is Switchblade still alive, or did he go K.I.A behind my back?" Karnage asked. Gibber then pulled out his radio, and called down Switchblade. The medical ward was quiet, all you could hear was the sound of the heart rate monitor attached Karnage, but the silence was broken when someone called out.

"Gibber, did the captain want to see me?" Switchblade asked. But no one answered him, so he felt like something was off. "Why is everybody looking at me? Do I have something on shirt?" he asked.

Without saying a thing, Gibber picked up a steel pipe, and hit Switchblade across the head with it. The pirate fell to the floor. He did not move, but still was breathing.

Looking down at Switchblade, Karnage turned to Gibber. "Get the others, and put him in that wheel chair." he ordered. A hour went by before Switchblade woke up. Looking around, he saw that his hands and feet were tied down.

"What... is... going on?" Switchblade asked out loud, but no one answered. Then the sound of metal hinges were heard squeaking as light filled the room.

"I have heard what you did to young Kit," Karnage said frowning. Behind him was Hacksaw. "Now you are going to learn a lesson, for what you did. Hacksaw please get yourself ready."

Hacksaw smiled happily. "Yes captain. Right away."

Switchblade was confused. What was Karnage planing to have Hacksaw do to him. So he tried to talk his way out of this problem. "Look, I know that I hit the kid a few times, but I never let him bleed."

Karnage looked at him, but showed no sign of changing his mind. "You're right. You never did let him bleed, and for that you won't bleed," he replied with a cruel smile. "So now, you will be taught a lesson on how to treat your fellow crew members."

Switchblade's eyes widened with fear as Hacksaw drew closer to him with his home made tools of torture.

Kit waited outside with the others, then the sound of screaming started. Baloo gulped in fear at the sound, while Commander Feral shivered, the Swat Kats started to sweat, and the pirates outside only smiled at the sound. Soon the screaming stopped, and Hacksaw and Karnage appeared before the others.

"What did you do to him?" Kit asked in a demanding tone. Karnage looked at him with a smile.

"I did what was needed to teach Switchblade a lesson," he replied, "Hacksaw and I did terrible things that I enjoy doing, but don't worry about him, because he his going to the brig." he motioned to Ratchet and Hal, who went into the room to get Switchblade.

Switchblade was then dragged out of the room, and taken to the brig. His fur was burned up, his eyes were blood shot, and his breathing was very faint. Kit was glad that Karnage did not have him killed, but he felt sorry for the pirate.

"Captain, Karnage, sir," Dumptruck said, coming down the port stairwell. "We have entered the fog zone of Ghost Island, and have picked up some old friends of ours." Karnage looked up him. Puzzled at what Dumptruck said.

"And what friends are that?" Karnage asked scratching his head.

Dumptruck smiled. "Rebecca Cunningham, her daughter, and Louie and his staff crew." When Baloo, Kit and Wildcat heard what Dumptruck said the three of them rushed off to see there friends. When they found them, their eyes filled with tears of happiness.

"Rebecca, Molly you're safe," cried Baloo, as he pulled them into a big bear hug. "Louie, how's it going?" he asked giving his friend a high five.

"It was doing fine until Rebecca's ex showed up and threatened to kill us all," Louie said, as he and his staff went to work making drinks for the battleship's crew. "Jack, was his name. But we were saved by Ace Landon."

Baloo eyes shot wide open when he heard Ace's name. He still hated him with every bone in his body, and still he was going to make Ace pay for what he did to Kit in that fire. But for right now, all Baloo wanted to do was be with Rebecca.

"Kit, would you take Molly with to our room where she can get some sleep?" Baloo asked. Kit looked at him with a smile.

"Sure thing," he replied. As he and Molly left, Baloo took Rebecca up on deck, so he could tell her how he really felt about her. Once on deck, Baloo held pulled her close to him.

"Rebecca, I want to tell you something," Baloo said softly. Rebecca looked up at him and saw how much fear was in his eyes.

"What do you want to tell me?" she asked softly. Her heart began to beat faster as Baloo pulled her hand to his cheek.

"After we stopped Owl Capone, do you remember when we danced?" Baloo asked. Rebecca nodded, remembering that night. "Well, as we danced, I felt like there was a chance for us to be together, but when the invasion happened, I thought I would never see you again."

Rebecca could not believe it. Baloo was saying that she was very special to him. Did he have feeling of love for her?

"Tell me what your heart says," Rebecca said.

Baloo immediately fixed his eyes on Rebecca at this question. "Rebecca, you're the one thing that kept me fighting when this war started. I would fly through hell and back just to see you smile. Because... Because... I never met a girl like you." he softly spoke each word from his heart, his voice full of love and compassion.

"Oh, Baloo," Rebecca whispered joyfully. As she felt her face moving slowly towards his, her heart was beating faster then ever.

"I think this will help you know what my heart says also," Baloo said fallowing her movements.

Their faces grew closer and closer to each other. Finally, the long-awaited moment happened. Baloo and Rebecca's lips met, and Rebecca felt her heart burn with passion. At long last, the moment Baloo had been dreaming of; he and Rebecca were kissing.

They continued to kiss for what felt like hours to them, but like all things, it had to come to an end.

Up in the watch tower, Ace and T-bone were to busy enjoying the show down below, that they failed to see the massive rock wall ahead of them. CRASH! The Battleship ship Hot Rig collided right into the massive wall.

Baloo and Rebecca were thrown to the ground, looking up they saw that the ship had come to a complete stop. Up on the bridge, Feral burst from his chambers.

"What the hell just happen?!" Feral shouted in a violent tone. Razor who was at the helm had no idea.

"Don't ask me, ask Ace and T-bone," he said with a shaky voice. Feral quickly put the ship in reverse and was about to order Razor to steer the ship out of the fog, when Mad Dog rushed in and took control of the helm.

"Let me steer, because I know were to go in this fog," Mad Dog said, turning the helm hard to starboard. "By the way," he added, "where is the Battleship Hot Fuzz?" Commander Feral, and Razor looked at each other, then back at Mad Dog.

"It went ahead of us," Feral replied. Mad Dog looked at them dumbfounded. Feral had just let the Hot Fuzz get ahead of them, so there was a good chance of not finding any lost crew members if the Hot Fuzz went down.

"Full ahead," Mad Dog ordered. Razor ran over to speed wheel, and did as Mad Dog ordered.

Back on deck, Baloo held Rebecca in his arms as the ship fought the strong current. He looked over his shoulder to see rocks. "Rocks! Rocks!" he shouted.

"Rocks to port, rocks everywhere!" Ace shouted from the watch tower. Mad Dog did his best to avoid the rocks, but a large wave mixed with the current was to much for the bulky Battleship, and the ship was pushed into one of the large rocks. The ship shook as it turned around and headed back the way it came.

"Turn Mad Dog. Starboard! Starboard!" Commander Feral shouted. In a last ditch effort, Mad Dog turned the helm hard to port, instead of starboard. It worked. The Hot Rig got past the rocks and was now in open waters.

"All stop," Mad Dog sighed, as he slumped up against the helm. Karnage then appeared on the bridge, looking rather shock.

"What the devil happened?" he asked.

"I just got us out of problem." Mad Dog replied with a smile. Soon the ship was drifting with the current, and everyone was ordered to come up on deck. No one could see through the fog, until it just disappeared, and there before them was an island.

"Where are we?" Callie asked getting Mad Dog's attention.

"Everyone, welcome to Ghost Island." he said pointing to the island. But then all eyes shifted to the other side of the Battleship. There coming out of the fog was the Hot Fuzz with three Cape Suzette Battleships, two of Shere Khan's gun boats, and one aircraft carrier from Thembria.

"Looks like we will have a fighting chance after all," Dr. Sinain said with a smile.

Back at Megakat City, or should I say Mega-evil City. Predaton sat in his favorite bar, when Rex Shard and Jack Cunningham showed up.

"What is it now? Did Jack get the crap beat out of him by his ex," Predaton said sneering at Jack.

"Lord Predaton, our spy has just told us that Karnage and his crew have just reached Ghost Island and are now landing on the beaches," Rex said popping himself a beer.

"Finally," Predaton said with a dark smile across his face.

Who could be the spy? Take a guess, you might get it right, then you might not.


	6. The hard truth

On board the Battleship, Hot Fuzz, Felian Feral was helping unload the cargo. The other ships that had made it through the fog and had landed safely, were also unloading their cargo. As Felian walked down a hallway on deck level three, she saw someone sneak out of the magazine room.

"Hey, what are you doing?" she shouted, but the unknown person ran off. Just as the Felian began to give chase, a loud beeping sound was heard in the magazine room. There strapped to the wall was enough C4 to blow the Hot Fuzz and the Hot Rig to the moon.

At the encampment on the beach, Commander Feral was discussing plans with Shere Khan, Col. Ivanod Spigot, and Don Karnage. They were planing on letting Mad Dog lead them to the old fortress, so they would be able to have a chance fighting off Predaton and his partners. But they stopped when Felian showed up with the C4 she deactivated.

"Uncle, I found this ready to blow up the Hot Fuzz, but I stopped it," Felian said proudly. Karnage and the others looked at each other with concern. Then without saying a thing, they pulled out their radios and warned the the ship crews and the camp that there was a traitor among them.

All the ships, plane, tents, and personnel were checked and searched, but no one found anything out of place. But Baloo had been keeping his eye on Ace after they had landed. He remembered seeing him going down into the lower decks of the Hot Fuzz, and then showing up in camp looking kind of nerves.

"Hey, would make it difference if I said I saw Ace Landon go down into the Hot Fuzz," Baloo said addressing the leaders.

"What do mean, Baloo?" Karnage asked, raising an eyebrow at what Baloo said.

"Well, don't you think it strange that when Falian showed up with C4, Ace left the camp with what looked to be the detonator," Baloo said firmly. Feral agreed with Baloo. Ace had shown up claiming to have saved Rebecca, her daughter, Louie, and his staff crew. There had been no sign of fighting, so that had to count for something.

"Alright, Col. Spigot, have your men bring Ace to us." Feral said with a frown. It was hard to believe that Ace Landon would sink so low that he would betray his own planet.

Soon Ace was found and brought to the leaders. He looked really scared. "Alright, I confess," he sighed, "I set Higher for Hire on fire. There I said it." Baloo stepped forward.

"That's one thing I wanted to hear," snarled Baloo, as he punched Ace in the gut. "Now tell us why you were going to blow the Hot Fuzz up." he demanded. Ace looked at him with shock. What was he talking about?

"You think I would betray this fighting force?" Ace replied calmly, "No, I would n-" but Ace never got to finish, because Baloo delivered a powerful blow to his face.

"Tell us the truth! Why did you plant C4 on the Hot Fuzz!" Baloo shouted. When Ace said nothing, Baloo hit a again. "Talk damn it!" he shouted again.

"I am not the one you want," Ace begged. Shere Khan stepped forward, he had away of getting his way.

"Now, Mr. Landon," he politely said, "I would say that you may be telling the truth, but doesn't explain why you were in the Hot Fuzz." Ace looked at Khan, and could tell this was the good cop, bad cop ploy.

"Ok, I admit that I was down there, but I was fallowing Lt. Steele," Ace said, "he had been acting really nervous when I saw him after I came on board."

Before Khan could ask another question, Captain Hotspur, the gravelly-voiced lion who was one of Khan's best Battleship commanders, showed up with some proof to Ace's story. In his hand was written orders to give the amount of C4 to Lt. Steele.

"It would appear that we have made a mistake," Feral said, "pass the word out, Steele is to be brought back for questioning." Soon the whole camp was under lock down. The ships and planes were guarded by everyone the was near them. Not long after lock down was ordered, Razor and T-bone caught Lt. Steele red handed, he was placing another bomb on one of Khan's battleships.

"You don't understand," cried Lt. Steele as he was dragged to Commander Feral's tent. "I did it for a reason that is beyond your understanding." Once inside the commanders tent, Feral had Steele strapped to a metal chair.

"Why, Steele, why did you do it?" Feral asked sadly. He had always tried to make Steele a man, but now he was dealing with someone he thought could some day take his place. Instead, he was looking at nothing more then traitor.

"I did it because Predaton paid me a lot just to get rid of you." Steele confessed. Feral looked at him with anger. "Plus, you don't have the right to be the leader of the Enforcers. You always try to steal the glory for yourself, you make the Enforcers look weak, and I see the way you look at Callie Briggs." he added.

"I don't know what you're talking about," lied Feral, but Lt. Steele wasn't buying it.

"Come on, I see the lust in your eyes when you see her," he replied sharply, "and I see how mad you get when Razor is around her."

Feral was at a loss of words. Lt. Steele was right about everything he said. "Ok, I do admit that I'm upset with the idea of Callie Briggs and Razor being real close, but you will never ever see outside world again until this war is over," he growled.

As Feral got ready to call his men in to have Lt. Steele taken away, he heard the traitor clear his throat.

"You do know that as long as I live, you, your family, and friends will never be safe." Feral looked at Lt. Steele with sadness.

"Yes, you are right," Feral said softly.

Outside the tent, Razor was talking to T-bone about Lt. Steele, when suddenly there was a loud BANG! The Swat Kats came rushing into Feral's tent ready for a fight, but what they saw was Commander Feral weeping over the dead Lt, with a smoking pistol at his side. The Commander had killed Steele to prevent the enemy from getting any more tips on where the fighting force was.

That night no one was very active, only the camp fires had life in them. The next morning, Razor went to the portable showers, but found only one that was open. Entering the stall, he saw that it could hole two people, but who would want to share a shower with him? As Razor stripped, he removed his mask so he could wash his head, and as he was about to turn on the water, Callie came in not knowing that he was in shower stall.

"Callie!" gasped Jake. He was butt necked, and now the kat of his dreams saw who he really was.

"Jake!" Callie gasped as well, she was so shocked to see that Razor was Jake, that she forgot that was also necked.

"I think it's time to tell the truth," Jake said as his head hanged low in shame.


	7. To much anger and new love

As Jake and Callie looked at one another, they remembered that they were still necked. They quickly picked up their towels, and covered themselves.

"I will wait to hear what you have to say after your shower," Callie said softly. Jake watched her as she left him alone in the stall. Still, he was upset that she found out this way, but the good thing was that nobody else saw him but Callie.

When Jake finished his shower, he put his mask back on to make sure nobody would know he was. The beachhead camp was full of people, and it made it hard just to find were Callie was. In the west side of the camp stood Callie, she was busy brushing her soft blond hair when Jake show up. He seemed really nervous, but was willing to answer any questions she had.

"I think you want some answers, right?" Jake asked timidly. Callie only smiled and opened her tent up to him, inviting him in, so that they could talk in private. Once inside, Jake turned around to tell the truth, but was caught off guard by Callie when she suddenly tackled him to the ground.

"I always knew in my heart that you and Chance were the Swat Kats, but tell me the truth, do you like me?" Callie asked, still holding Jake down.

"Yes, I like you," Jake said, "but more than that, I love everything about you." he added. Callie's eye became moist as tears of joy ran down her cheeks. She had always loved Jake. He was kind, funny, very shy, but never the kind to try and make a move on her, like Chance did every time she came to have her car worked on.

Jake saw in her eyes that she wanted him, and he wanted her. Slowly, their lips met in a kiss that only true love could have made. Outside, T-bone was walking by, when he heard Callie and Jake making out in her tent. The sight of the two of them made his mouth drop open.

"How could Jake do this to me?" T-bone asked himself. He felt a pang of hurt and jealousy by the scene of Jake and Callie kissing. Finally, T-bone stormed off, knocking Karnage over as he passed through the crowed camp.

"You need to watch were you are going, some of us have places to be," shouted Karnage as two of his men helped him to his feet. But T-bone paid no attention to what he said to him, soon he found a high ledge that overlooked the camp, and pulled out the six-pack of beer he took from the camp.

Looking down he saw Callie walking with Jake. They seemed really happy, but why should he feel happy for his friend? Jake had just taken the one girl that he had put his life on the line for, and now she was with his best friend.

"You back stabbing, woman stealing, little piece of shit!" T-bone snarled. He was so angry that he tossed an unopened can of beer at Jake. The beer can made contacted with Jake's head.

"Whoa! What was that?" Jake asked grabbing his head were the can had made contact. Callie saw were the can came from, but when she looked to see who threw it, she saw no one there. Chance had quickly left the minute he had hit Jake, and was now getting drunk around some of Khan's troopers. The more he drank, the more he hated his life. Callie was with his best friend, he had to leave his home to come to some pathetic island, so what did he have to live for?

In a tent owned by Karnage, who was busy making out a battle plan, when Mad Dog showed up with a archeologist. This archeologist was Myra Foxworthy, she was the one that helped Baloo and Wildcat in her homeland when he was stealing the pyramid that became the museum that still stands to this day.

"Captain, Myra Foxworthy would like to have a word with you." Mad Dog said, interrupting his captain's plans.

"What does she want?" he asked, but when he saw her all dressed up for what looked like a party or something, his eyes almost shot out of his head.

Myra saw how he looked at her, and she couldn't help giggle. "I came to ask you if you would be my date for the beach dance," she was real nervous. Was he going to say yes? Or was he going to say no?

Karnage then took her by the arm, and smiled proudly. "Of course, I'll be your date Ms. Foxworthy," he said. Myra was glad that she had a escort now, but it was strange that she chose a pirate; a pirate who was a handsome as he was crazy.

"Well alright then," she smiled. Then the two of them headed for the beach where the small party was going to be held.

When they reached the party, they sang, danced, and enjoyed the time they had. Jake was also having a good time with Callie, but soon the fun that night would be cut short by an angry force. Chance Furlong.

As Karnage and Myra danced, Chance walked by and pushed the vixen into the captain's arms.

"You are really starting to make me very, very angry!" snapped Karnage, but Chance paid no attention to what he said. Instead, he punched Karnage out cold.

"That does it," Commander Feral barked, his face red with rage at what he saw Chance do. "You have gone too far. First, you pushed Miss. Foxworthy, then you knocked out Don Karnage!" turning to some of his men, the commander looked at them with a smile. "Arrest Chance Furlong."

Chance however got past Feral's men, and confronted Jake. "You call yourself a friend?" he groaned. The amount of alcohol he had drank made him very weak. "I... I can't tell you how much I hate you, because you stole my girl from me."

Jake and Callie stood there, staring at him with disbelief. Chance had said the one thing that caught them off guard.

"I never was your girl," Callie protested with a frown. "I could only see you as a friend, and that's all we will ever be."

"Just get over it," Jake insisted, but Chance pushed him for that.

"You are the worst kat I have ever met, Jake!" Chance snapped. "Stealing my woman, making me look like an ass, and now you and her showing everyone that you two are going steady." The anger coming from his voice was freighting to the others around him.

As Karnage got back up to his feet, he saw large bottle of vodka. It was time to put Chance down for awhile. Slowly, the pirate captain made his way behind the drunken kat, and raised the bottle high.

Chance was still trying to pick a fight with Jake. "you and Callie have no right to be with one another," he spat, as Karnage brought the bottle down on his head. "I see you in the morning." he groaned before he fell to the ground. Chance laid there out cold.

"Looks like you need a nap," Karnage laughed. "Boys, take this scum to the brig." he ordered as he took Myra away from the party.

As the pirate captain walked with vixen, he could feel something he had not felt in a long time. Lust. Karnage was now looking at Myra like she was the only one on the island.

"Karnage," Myra said softly. Karnage looked at her with a smile.

"Yes, what is it?" he asked.

"I was just thinking if you would like to stay with me for the rest of the night, because I like being with you," she replied back. Karnage looked at her, and before Myra could react, she felt him force her into a deep kiss.

It was now clear to her that he wanted to be with her, so she kissed him back. That night, on that very beach, the two of them found out that the two of them were meant to be together. But unknown to them was the Predaton who had been watching the two lovebirds, and now he knew he could beat Karnage. Soon he left to prepare his forces for the upcoming fight.


	8. Heading to the fortress

As Predaton stood before his massive army, he felt his victory drawing near. What he saw the other night on Ghost Island proved that Karnage had found love; which was most likely his weakness now.

Looking down at all the Darkrim solders, Predaton began to speak out to his men. "My warriors," he said proudly, "I have found out that our enemy, Captain Don Karnage has fallen in love." Once all the men had heard what their leader had said, they all burst out laughing. "We all know that love his nothing more than a lie," Predaton added.

"Yes! A lie!" the men shouted.

"Good, Dr. Viper is already on the island, and in two days we will head to Ghost Island and will destroy all on it, but any women you find, you're to bring them to me," Predaton said curly.

Soon all the Darkrim forces were packing up all their stuff, and began to load the ships up for battle. But back on Ghost Island, the freedom fighter were also getting ready to face the day with the long march to the fortress.

As the sun light beat down on the camp, Don Karnage and Myra woke up next to one another. Both of them looked at one another with disbelief, they had spent the night together on the beach, and had almost mated as well, but they were able to control themselves.

"I must say that we may had rushed ahead of ourselves," Karnage said as he kiss Myra on the cheek.

"Yes, we did," she smiled, and returned the kiss. The two of them kissed for what seemed like a hour, but soon they pulled away from one another. "We need to head back to camp."

"I agree," Myra said.

Back at camp, Mad Dog was putting together scouting groups. He knew that if the whole camp left all at once, then Predaton might just send his starships after them, and nuke them.

"Mad Dog, tell me what your acorn sized brain is thinking," Karnage said approaching his trusty crew member. Mad Dog looked at his captain, and back at the groups of people.

"Well, if we move in groups, we will be able to cover our flanks," Mad Dod explained. Karnage looked at the groups, all were armed with one main weapon, two side arms, and combat knives.

"Well done," Karnage smile. Turning to Dumptruck, he called to his crew member. "Get over here, Dumptruck."

"Yes, Captain Karnage?" he asked stopping in front of his captain.

"I want you to take five other men with you, and scout out ahead of the group I will be in."

"Yes, sir," Dumptruck said, Karnage then went back to his tent. "T-bone, Baloo, Hotspur, Ratchet, Hacksaw, to me right now." The five men rushed over to him when they were called.

"Yeah, what is it, Dumptruck?" Baloo asked. The big pirate looked at him.

"The five of you are to scout ahead with me, and secure the path ahead of Karnage." he said, soon the six of them headed deep into the jungle to scout out the way for the groups. Along the way, Ratchet decided ask Chance why he acted the way he did last night.

When Chance was asked that he felt really upset. "Well, I had always loved Callie, and I always thought that that there was a chance for me to win the heart of the woman I loved," he sighed sadly. "That morning, I was going to tell Callie how much she meant to me, but when I was walking by her tent, I saw Jake and her kissing. She was smiling, giggling, and moaning."

"Wow, That must had really put a knot in your tail," Ratchet said taking a drink from his canteen.

"Well, anyway, I was so upset, that I lost my mind. And every time I saw them together, I felt like there was no hope for me in finding love, and that is why I was acting like that last night," said Chance as he walked on ahead of the scouting party.

In the back of the scouting party, Hotspur looked up in a tree. There hidden in the leaves was a Darkrim sniper. He had his sights set on Ratchet.

"Well, don't you think you need to say you're sorry? I mean, Jake is your best friend," Ratchet said. He never saw the Darkrim sniper, and now he was going to die.

"Maybe, I sh-" Bang! Chance was cut short when Hotspur fired his rifle. Looking up, him and Ratchet saw the Darkrim sniper fall out of the tree. Then there was plasma rounds flying from all sides.

"Ambush!" cried Dumptruck, "get into cover!" Everyone either crawled on the ground, or ran behind nearby trees. Chance stayed behind a log the provided him good place to fire at the enemy. But Baloo was pinned down by plasma fire.

"Baloo, get out of there," Dumptruck shouted. Baloo waited for the Darkrim soldiers to change targets, then he would make a break for it. When the shooting stopped for a brief minute, he took off running, but a plasma round hit him across the left leg.

Hotspur saw Baloo fall to the ground. "Baloo!" he shouted. Without thinking he rushed out to help his fallen partner. "Get up soldier! I won't let you die out here." It took a lot of energy to get Baloo to his feet, but he did.

Just then, a plasma grenade was thrown from the bushes. It landed right next to Hotspur and Baloo. BOOM! The blast was so powerful, that it felt like a small nuke went off. When Baloo opened his eyes, he wished he had never had opened them. There laid Hotspur, burned to a crisp, but still alive.

"Baloo, are you alright?" Hotspur weakly asked. Baloo looked at him with shock, his whole body was burned up and yet he still tried to move, but soon he stopped breathing.

"Hotspur? Hotspur!" cried Baloo. The Darkrim soldiers started to advance onto the position of the scouts that were now defending themselves behind some rocks. Defeat was closing in on the scouts. As Baloo desperately tried to drag Hotspurs body, he felt a burning pain go down his back and another one across his spine.

"Not so tough are you, Baloo?" mocked Viper, as his claws slashed across Baloo's chest. As he readied to finish Baloo by tearing his throat out, someone knocked the reptilian villain backwards. It was Switchblade.

As the pirate brought his sword down on Viper, he brought his claws up; witch plunged into Switchblade's heart. As the pirate life left him, he was able to pull the pin of a grenade that was strapped to his belt. "You're coming to hell with me, Viper" he said with his last breath, as the grenade went off.

Baloo, Chance, Dumptruck, Ratchet and Hacksaw watched as both Viper and Switchblade get blown to bits. Just then a Darkrim soldier came behind them. BANG! The Darkrim soldier fell down dead, because Don Karnage and his group came to their aid.

"Keep our scouts safe, kill all those who are from Darkrim," Karnage shouted as he walked past Baloo, who was still holding onto Hotspur's body.

"We did it captain, we held them off," Baloo said as he was pulled away from the body. "They killed Hotspur. Those Darkrim assholes killed Hotspur!" he shouted as some of Khan's men restrained him. Khan looked sadly at his fallen sea captain, but they had to keep moving.

"Alright Mad Dog, where to now?" Commander Feral asked. The pirate looked at him with a smile.

"Just over the next hill," he replied. It took at least fifteen minutes to clear out the Darkrim forces, but it was pulled off with the help of the natives of the Island who were led by Mad Dog's mother.

At the top of the hill, the groups came together as one. "Behold the fortress of death." Mad Dog shouted proudly. There, above the clouds was the biggest fort anyone had ever seen. It was at least three hundred feet tall, and about a mile wide. No one wanted to stay out into the open so all the people rushed into the fortress and began to make the place safe to live in.

Shere Khan was in charge of all the money. Don Karnage was in charge of defenses of the fort. Commander Feral was in charge of keeping the peace. And last, but not least was Spigot, he was in charge of the supplies, weapons, and scouting party groups.

The fortress was turned into place where everyone could feel like they were at home, and soon the threat of being killed by Predaton was not so scary. But not too far away, Predaton was coming toward the island, and was ready to kill all the rebels that stood against him.


End file.
